Mutant Spiders in a Cave
by SwallowTailz
Summary: Peter Parker was never taken in by his aunt May and uncle Ben. Miles Morales was abandoned by his father. Fate brings them together and after being rescued by Batman, Peter and Miles must find the true meaning of the words " With great power comes great responsibility!". AU! DC and Ultimate Universe Crossover


**Full Summary: **Peter Parker was never taken in by his aunt May and uncle Ben, but instead sent to an orphanage where he meets Miles Morales, who's mother died and was abandoned as an infant. Both are somehow taken by a desperate Harley Quinn. After having been groomed and molded into Harley and the Joker's new puppets before being rescued by Batman, Peter and Miles must find the true meaning of the words " With great power comes great responsibility!". AU! DC and Ultimate Universe Crossover  
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**How It all Began Part I**

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My name is Peter Parker, I used to live in Manhattan New York with both my parents and from what I remember (and most of what I was told) we were a happy family. My father worked as a successful scientist for the successful company Oscorp. He was a Very intelligent man and somehow he'd spend all day at the labs. Despite that he would always make time to squeeze us into his busy day. My mother worked as a P.E teacher down at Midtown High. She was a tough women and someone I came to respect with all the stories I was told about her.

To the eyes of many it would seem as if we were quite the ideal family. That was until the day they decided to go on a business trip leaving me with my baby sitter, Betty. Betty was okay, although she could be a little lazy at times. She worked part time for the Bugle and sitting all day in the office could do that to a person. She was the reason our bill for the T.V company was so high, but mom and dad never really connected the dots. Its hard to believe I had a little crush on her back then.

I remember being so eager for mom and dad to come home to me, play with me, and read stories to me. One moment I was enjoying my old toys with Betty, and in the next she was on the phone and everything began to get quiet. Apparently she had been informed that my parents plane had crashed on their way back to New York. When she got off the phone she had been trying her best to keep back her tears, to be strong for me I suppose. I asked her who had called and she hugged me rather than giving me the answer I wanted which took me by surprise.

"Are mommy and daddy coming back early?" I asked, the hug must have meant that something good had happened right? I smiled and she looked at me and her eyes sparkled not from happiness but from what appeared to be complete and utter sadness.

She parted from our hug and held my shoulders "Honey" she started "Your mum and dad..." She was having trouble finding the words to explain to me what had happened in a nice way, but there really wasn't a nice way to say it " Your mum and dad aren't able to come back..." She paused again, clearing the lump from her throat. " They-"

"Why?" I cut her off.

"There was an accident, on the plane they were traveling on" she swallowed again, and closed her eyes exhaling slowly. " They won't be coming back because they're gone Peter..."

"I know they're gone Betty" no I didn't know at all " Just like you said they wen' on a trip and when they take care of the accident they will be back jus' like they promised".

"No they wont " She repeated to me once again, making sure I got it that time.

"Yes they will" I insisted.

She gripped my shoulders tighter than she had earlier, growing frustrated with the situation and her own weakness at the time "Peter they wont be back because they are gone ... because they're dead". It probably came out a lot colder than she had anticipated, but either way it did not get through to me. I didn't fully understand what was going on, all this talk about my parents being dead, because I just thought they would come back after it was all over. A few days went by and for now I was told to stick around with Betty and her family until the police could find some relatives willing to take me in permanently. They let me crash in Betty's room for the time being, I thought it was just like a sleep over.

"Betty, how long am I gun' be here?" She didn't answer me so I assumed she was asleep. A few minutes later my stomach growled indicating that I was in fact hungry. So I got up, careful not to wake up Betty in the process, and the door creaked open as I slid through closing it behind me. After I got down the stairs I searched for the fridge and to my fortune found it pretty quick. I wanted some warm milk just like my mom used to put together for me when I got hungry after bedtime. So, I opened the fridge and rummaged around until I found what I wanted ,the holy grail, milk. The only problem was that it was out of my reach in the back at the top shelf. Using my expert problem solving skills, I figured that climbing my way up would be the ideal fashion to do so. So, without a second thought I got a firm grip on the door handle and started climbing my way up.

Now, when I was this age I was known for my nerves of steel ( unlike now of course). I would always be involved in mischief around the house and if it meant getting something I wanted I was sure to be the cause. The thing is, ever since I was a toddler I was a little "special" as my parents would put it. I could crawl on walls, put my dad's finger in a cast at least twice a year, and stick my big toe practically anywhere. Why? because I was a mutant, yes I said it a mutant. Nobody out of the family knew about the unfortunate extra gene, so it made things a lot less complicated considering the fact that there were many people who looked down upon mutants as myself. Its sad really, how people can sometimes fear what they don't understand.

Anyway, I finally made it to the milk and reached as far as my small arms would go. Although I couldn't completely reach it, the tip of my finger was enough to stick to the plastic so I could carefully pull it closer to myself. Now with milk jug in hand I was ready to jump back down from the fridge, well, that was until the lights were suddenly flicked on. On the other side of the kitchen stood a terrified , her eyes were wide at the sight in front of her.

" Good lord Peter!" She shrieked. Apparently seeing me on top of the refrigerator had freaked her out a little bit. Oh how would she ever explain to the cops that because of her negligence, she had finished killing off what was left of the Parker family. I mean, because of course one could die falling of a fridge am I right?

She quickly ran over to the fridge and held her arm out to me. " Honey everything will be okay alright? Just put down the milk and jump in my arms."

Of course, being the little scamp I was, I decided I wanted to give the poor women a heart attack instead and jumped to the right. She screamed ( a little much I might admit ) as my feet left the edge of the fridge and shut her eyes tight waiting for the thud that would come after I hit the ground, but the sound never came. She cracked and eye open only to see that there was no Peter Pancake on the floor. She looked back and forth and saw nothing, and weather or not she should be panicked or relieved was still being debated in her head.

All the lights in the house were turned on as Mr. Brant and Betty herself came downstairs as quick as possible. Mrs. Brant's scream had woken everyone up, and when they noticed Peter missing from his air bed, they couldn't help but panic.

Betty was the first to speak " Mom what's wrong?! We heard yelling from upstairs and came as soon as we- OH MY GOD PETER!" She saw something that she didn't believe possible. There I was on the ceiling like a big spider looking down at them as if this was all a big game, chuckling my lungs out at their funny and dumbfounded faces. I unstuck one hand from the wall and Mrs. Brant gasped for air as she felt she would faint any minute.

"PETER NO!" She said as she tried to reach the ceiling to take me down. But I kept on laughing as if nothing was wrong.

I laughed some more and pointed at them. "You guys..haha...look so funny!" That being said I wanted them to make even funnier faces so I showed them something new. "Look it! No hands!" Both my hands were off the ceiling leaving only my bare feet clinging to support my weight. To me this was nothing but to them, oh to them this was a nightmare. ran to the phone (until he realized there was nobody he could call) while the other two tried to coax me into coming down. It worked, they told me that if I would safely come down, they would serve me a nice warm cup of milk just like what I came down for in the first place. So I accepted their offer and leapt down into 's arms.

She stumbled back a bit, but kept her embrace on me firm as if I would slip out and break my neck. She stared at me hard, tears threatening to slip out. " P-Peter!" she yelled "Don't you ever pull off a stunt like that again! Do I make myself clear?!"

Her voice scared me "Y-yes" Now I felt like crying, I mean, what could I have possibly done wrong right? She sent me back to bed after that but I remembered something before I made it up the stairs. " C-can I have some milk before I goes to bed?" I wanted that milk so bad that it split my heart when I heard her answer.

"No!" she snapped "You march your self back to bed"

"but you pwomi-"

"March!" she demanded and I stormed upstairs, my face red with anger.

I slammed the door shut behind me not caring who heard, and If I remember correctly I had broken the door knob as well. I was so angry but as soon as I hopped back into my air bed a wave of sadness crashed into me sweeping all the anger that had once been there away. I missed my mom so much, and all I yearned for at that moment was to be in her arms again. Feel the comforting warmth of her embrace. I missed my dad too, at times like these he would sweep me off my feet squeeze the tears out of me and replace them with laughter. One thing they never did though, was act scared or scorn me for having used my powers. They said that my abilities made me special and they were one on the things that made me, well,me. They wouldn't change it for the world. They Loved me.

" I hope...hic... you come back soon..." I whined under my sheets "Mommy, daddy.."

* * *

It was nine o'clock in the morning and everyone was up. The house was relatively quiet and I was the only one still in bed so I decided ( all events of the night before put aside) I should grace them with my presence and come downstairs. So I walked downstairs and peeked out from the last step to see pacing the living room while talking over the phone.

" Hello...Yes I'm calling in to know how things have been going down at the police station " Betty's mother said over the phone. There was a pause before she continued speaking "Oh I see that's unfortunate, what do you recommend we do? "

She sat down and grabbed a pen and a piece of paper, than started writing something down as the man on the other side of the line talked away. I couldn't see from where I was standing though. " That's... 268?... Alright thank you sir we'll get right to it ... you too, bye".

Mrs. Brant let out a deep sigh as she rested against the couch, phone still in hand, contemplating over what to do next. She looked at the paper one more time before turning her head in my direction, and I quickly hid before she had the chance to notice me eves dropping. She seemed to be deep in thought as she apparently looked at me (temporarily mine) and Betty's room door. Maybe she had figured out it was broken and was upset, but I felt there was more behind her pensive gaze. She looked back at the piece of paper then back at the phone as she started punching in numbers and when she finished stuck the phone to her ear and waited for an answer.

" Hello, this is and I'm calling on behalf of the Parker family." She said, as she began to play with her hair with her unoccupied hand for what seemed to be out of anxiety. She lifted herself off the couch and I lost sight and sound of her as she walked into the kitchen. Instead of listening on, I chose to creep my way outside to enjoy the morning (Thanks to my short attention span at that age...). I guess I supposed that she would fill me in later since she did mention me and my family.

* * *

" Mary and Richard Parker passed away and their son was left in me and my husband's care by the police until living relatives were found that were capable of taking him though adoption." She said to the woman on the other side of the phone.

"I see" said the elderly voice on the other side "And were there any such luck?"

"Unfortunately not" she replied her voice reflecting the disillusion she felt at the moment "They said that the poor child's only living relatives, a couple who go by Ben and May Parker, where not suited to raise a child due to their financial troubles."

"That is quite unfortunate"

She rubbed her temples as she continued " They even run the risk of losing their home, there's no way they could have supported the child in their condition." The line grew quiet and she let go of the breath she didn't even know she was holing and asked the woman a question, breaking the silence. "The police gave me your number, well, your company's number to ask if there is room in the orphanage..."

" Well of course there is dear, although I must admit more children have been coming in this year than any other" She said " at least a ten percent increase. One moment dear ".

Shuffling of papers was heard over the phone and Mrs. Brant waited patiently on the other end. She ran a hand through her short brunette hair and walked out of the kitchen to see if anyone was around the house. She figured everyone was outside and wondered if Peter was still upstairs sleeping. So, she began walking up the stairs with the phone still held at her ear she heard the woman was finished looking for whatever she was looking for.

The old woman cleared her throat and began speaking once more "Alright dear, I have all the proper paper work at my office, so I've scheduled and appointment for twelve o'clock so you and the child to come in the afternoon. With the police's clearance we will be perfectly able to take him into our care today".

"Alright Ma'm thank you for you time, um..."

"Mrs. Bridges"

"Thank you Mrs. Bridges," She said "We'll see you this afternoon then" Answered Mrs. Brant and both hung up. She walked back into the living room to find her husband sitting on the couch looking for the remote control.

"Hey Honey, have you seen the remote anywhere?" he asked his wife "The dam thing seems to always hide from me".

"No I haven't, but turning it on manually never hurt anybody" She said as she sat next to him, and pulled out the remote from in between the couch.

"Thanks honey" he turned on the T.V and the news was on, nothing special but the weather. "Whats with the long face?"

" I was about to say actually" She said and

" I something wrong?" Mr. Brant gave her his undivided attention and listened to what she had to say.

explained both conversations she had with the police officer in charge of Peter's case and the woman from the orphanage. It was really too bad they had to leave peter in the care of the orphanage. He was a good kid. Not knowing who might end up adopting him, if at all, was something that concerned Mrs. Brant, especially after what she had witnessed the night before.

" What if some whack job, or..or.. some anti mutant supporters end up taking him" She said full of genuine concern " There's no telling what type of people he might end up with!"

Her husband cradled her hands in his in an attempt to calm her " Relax, there's nothing to worry about." he assured her " These people don't give children away like they do lollipops at a bank. It's their job to do thorough background checks before anyone is given a new home."

"I know I know... it's just I can't help but worry."

" Sweaty I'm sure that whoever adopts Peter, it will be the right people." He said with a smile, and gave her a hug "When are you bringing him in? Do you want me to come with you?"

Mrs. Brant Parted from their embrace and gave him a reassuring smile "That's alright, thank you, I can handle it." She quickly glanced at the clock across the room " And , one of the care takers I assume, scheduled me in for twelve o'clock today."

"Today?"

"Yeah, they told me they may be able to take him into the orphanage today as soon as some paper work is done." replied .

"The sooner the better I suppose" answered her husband, who got up and went toward the door.

" Weren't you going to watch the T.V?" questioned his wife, after the trouble of looking for the remote she would think he would.

He turned around and shrugged " Nah, I should probably get Peter and his things ready for this afternoon." responded "You know, get what he has upstairs all packed up and ready to go."

"Thanks, I appreciate that, really " She said lightly.

He ran a hand through his hair and sighed "It's amazing how much a life can change in just two days" He said and walked out to get Peter from outside, leaving to take in everything that just took place.

* * *

I was outside playing on the swing hung up on the large tree in Betty's back yard. It was then that Betty's dad came outside to get me. Again I thought I was in trouble for breaking the door so I didn't look at him until he was in front of me calling out my name to get my attention. But when I finally answered I tried me best to avoid eye contact.

" Peter, kiddo, I want you to come inside and help me pack up some of your things" He said while keeping a smile on his face "think you can do that big guy?"

So he hadn't figured out about the door yet, to my relief and figured I could lend him a hand "Okay, does dis mean I get to see mommy and daddy soon?"

His smile faded as soon as I said this "No...Peter you wont be seeing your mommy... or daddy"

" Is it cuz they're dead?" I replied and started rocking back and forth slightly, still on the swing. "You're a liar..."

He crouched down to my level and went on one knee. "Look Peter," He sat himself completely now and held out a hand for me to sit on his lap, "come over here."

" Kay... " so I got off the swing and hesitantly sat on his lap.

" You might not understand right now, or like it for that matter, ...but your mom and dad are in a different place now." he sighed and continued " a place where they are not going to come back from."

"But they pwomissed" I answered, then tears started to well up in my eyes. I couldn't believe what he was telling me. There was no way my mom and dad where liars, they were the liars, everyone who kept telling me that my mom and dad weren't coming back for me.

"I know Peter I know.." He took me into his arms and I rested my head in his chest. " None of us would ever want to lie to you, and your mum and dad... they didn't mean to break that promise to you... In fact they didn't break it at all."

I looked up at him, my eyes glistening with tears and new found curiosity "w-whud do ya mean?"

"What I mean Peter," he began "is that your mom and dad are right here" he said, and pointed right at my chest.

I started feeling around and got nothing " How's they get in there?" I said innocently.

" Well Peter," He started again with a bright smile that I couldn't help but rub my tears away and smile back at " all those years you've spent with them, all the years you've felt _love_ for them, and all the love they have given _you_ will always be right in _there_, in you, in _your_ heart."

"In my heart...?"

He nodded at me "Yes, in your heart." He hugged me again and I happily accepted it this time "So never feel that you've been lied to Peter, your parents loved you so so much."

I felt a tear hit my cheek and I noticed it wasn't mine, but his. I guessed he couldn't hold back a few tears after his little speech. I was greatful for his words afterwards and was glad they took me in that night. At least they didn't give me right off the to police, but instead made me feel comfortable for the little time I was with them. To my relief, they never mentioned anything about the door, but I think they left me off the hook with that one. After all, it was already going to be a long day.

* * *

"Hush little Baby don't you Cry" Sang a voice from inside the old and broken down Arkham asylum "Mama's gunna buy you a mocking bird, and if that mocking bird don't sing... Ma-"

"Harley!" Snapped an irritated green haired man from his sofa chair " Would you give that dam song a fucking break!" One would think that after the tenth time singing a song people would start getting a little annoyed, that's including the Joker himself. "To think I set this place up here in Arkham to get some peace, only to have you annoy me with your constant stupidity"

"Oh Mista J, Don't be that way, I've just had somethin in my head lately" She said, wile arranging a bocae of flowers on an old table " I've been thinking..."

"Mmmhmmm..." answered an uninterested Joker, doubting her ability to think apparently.

Harley made her way over to the back of Joker's couch and leant over with her elbows on the back " We've been together for a pretty long time an.." She smoothly rubbed her hands over his shoulders " have you ever thought about havin kids?"

"Kids...?" He replied, as if he hadn't heard her correctly "Could you fly that by me again Harles...?"

"Kids Puddin," she answered, now massaging his shoulders. "Have you ever thought about settelin down, raisin a family" she paused briefly "Havin kids?"

He threw himself off the couch after hearing her question " Absolutely NOT!" he shrieked, almost and most likely disgusted by her question and what she was insinuating.

"B-b-b-but Pudin, it would be a whole Joka family!" pleaded Harley " We're not getting any younga."

"Yes... and I believe you just gave me a few more wrinkles..." he gaged, rubbing his temples.

"And... who's ganna take our place as soon as we start gettin slouchy, W-w-with arthritis?!"

"Well..." He said approaching Harley. He stopped a few inches away from her and softly held her chin in his hand, which in turn her provoked the Harlequin to squeal in delight " Maybe you wouldn't have to worry about slouching if..." He roughly shoved her to the side "I didn't have to keep knocking some sense into you."

She rubbed her chin and frowned as he picked up a newspaper and sat back on his throne of a couch. As he flipped though some pages he would pass most articles off as boring every few minutes and skim to the next. She watched him as disappointment rose from underneath her skin. Her Puddin had once again rejected her and her so called "advances". There was just no way to get though to him, she continued to think, until her "Mister J" laid his eyes on an article that angered him to no end.

"I've had it with that dammed Bat-Man!" He howled, and Harley flinched as he through the paper to the Floor. " It's about time pointy ears got a better hobbie!" although the same could be said for the raging clown.

That was when Harley got an Idea "Say.." She started as she stoop up from the floor.

"What now?!" He spat back at her causing her to stutter a bit and maybe reconsider her coming suggestion.

"W-wouldn't it be a g-good idea for us to maybe... well... have some help?"

" The Joker doesn't need Help Harley" he simply answered.

Harley simply continued on with her idea after clearing a small lump in her throat. " Well so far we haven't had much luck, I mean, how do ya think the B-man gets by?"

Joker raised an eyebrow at this " Go on..."

With a little more confidence she continued as directed. " The bat's got help runnin all around Gothem!" she said " Lets take that Bat-Bitch fer instance, she's got his back like a whore's got Bruce Wayne in bed".

The joker cackled at this "Nuff Said!"

"An then there's there's bird boy" She said and walked over to the chair next to the old wooden table and sat down " He's been going though those like toilet peypa". She stood up and again and walked towards the Joker, her arms wide open as if a great revelation has struck her "We need kids of our own Puddin!" She said. " kids we can train, kids we can raise and groom up to be-"

The Joker stood up and clasped his hand against Harley's mouth silencing her immediately "Shhh Harley..." he coed to her lovingly and her knees became weak under his touch. " I've got a great Idea..." Said the pale faced man as he allowed her lean against his chest. "We need kids of our own Harles..." His arms crawled around her and hands began to trail down her waist "Kids we can train..." He whispered into her ear, and left his hands on her hips. She could feel her heartbeat become stronger as one of his hands searched for the start of the top part of her costume. Her face blushed mad through even her face paint as his cold hand made contact with her skin. "Kids we can raise and groom to our will" His chilling hand was a mere centimeters away from making contact with her breast.

She felt as if her heart would rip from her chest " M-mista J..." She said, completely under his seductive trance "I.."

"Kids we can..." He froze and grinned a mad smile "Adopt!" He quickly removed his hands and backed away choking on his own laughter. He held his stomach as he sat back on the couch, amused by Harley's disillusion and hope of something more then his intimate touches.

Harley's jaw clenched in anger, he had messed with her feelings yet again.

The Joker leant back into his chair " How do I come up with such great ideas Harley?" he asked her in a mocking tone, a grin plastered across his face "With two kiddos by our side we could groom them to finally put an end to our pointy eared friend." he then threw his head back and let out a gut wrenching laugh that echoed all throughout the old Arkham ruins.

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**Well, Hope you enjoyed the first Chapter! Read & Review**


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